To,
The Members of
M/S. SAFAL HERBS LIMITED
Your Directors have pleasure in presenting the Board's Report of your Company together
with the Audited Statement of Accounts and the Auditors' Report of your company for the
financial year ended, 31st March, 2020.
FINANCIAL HIGHLIGHTS
(Rs. In Lacs)
| Particulars |
2019-2020 |
2018-2019 |
| Gross Income |
5.77 |
11.57 |
| Profit Before Interest and Depreciation |
0.25 |
(-3.22) |
| Finance Charges |
0.00 |
0.00 |
| Gross Profit |
0.19 |
(-3.22) |
| Provision for Depreciation |
0.00 |
0.00 |
| Net Profit Before Tax |
0.19 |
(-3.22) |
| Provision for Tax |
0.00 |
0.00 |
| Net Profit After Tax |
0.19 |
(-3.22) |
DIVIDEND
However, with the view to conserve the resources of company the directors are not
recommending any dividend.
AMOUNTS TRANSFERRED TO RESERVES
The Board of the company has decided/proposed to carry the current loss to its
reserves.
INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY
Company does not have any Subsidiary, Joint venture or Associate Company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid last year.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Company
occurred between the ends of the financial year to which these financial statements relate
on the date of this report.
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013
and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9
is annexed herewith for your kind perusal and information.
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2019-2020, the Company held. EIGHT board meetings of
the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized
below. The provisions of Companies Act, 2013 and SEBI (Listing Obligation & Disclosure
Requirement) Regulation, 2015 were adhered to while considering the time gap between two
meetings.
| Sr. No. |
Date of Meeting |
Board Strength |
No. of Directors Present |
| 1. |
30/05/2019 |
3 |
3 |
| 2. |
12/07/2019 |
3 |
3 |
| 3. |
31/07/2019 |
3 |
3 |
| 4. |
14/08/2019 |
3 |
3 |
| 5. |
27/08/2019 |
3 |
3 |
| 6. |
13/11/2019 |
3 |
3 |
| 7. |
08/01/2020 |
3 |
3 |
| 8. |
11/02/2020 |
3 |
3 |
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the
Company confirms that-
(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors, in the case of a listed company, had laid down internal financial
controls to be followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
AUDITORS and REPORT thereon
The Auditors, M/s. Niranjan Jain & Company, Chartered Accountants, are the
Statutory Auditors of the company.
There are no qualifications or adverse remarks in the Auditors' Report which require
any clarification/ explanation. The Notes on financial statements are self-explanatory,
and needs no further explanation.
Further the Auditors' Report for the financial year ended, 31st March, 2020 is annexed
herewith for your kind perusal and information.
LOANS, GUARANTEES AND INVESTMENTS
The Company has provided Loans, advances but made no investments, guarantees or
security provided under section 186 of the Companies Act, 2013 for the financial year
ended 31st March 2020.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
an arm's length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with
the interest of the
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
(A) Conservation of energy and Technology absorption
The particulars as required under the provisions of Section 134(3) (m) of the Companies
Act, 2013 in respect of conservation of energy and technology absorption have not been
furnished considering the nature of activities undertaken by the company during the year
under review.
(B) Foreign exchange earnings and Outgo
There were no foreign exchange earnings and outgo during the year under review.
RISK MANAGEMENT
The Company does not have any Risk Management Policy as the element of risk threatening
the Company's existence is very minimal.
DIRECTORS and KMP
There are no any changes have been made in the composition of board of directors during
the financial year.
DEPOSITS
The company has not accepted any deposits during the year.
CORPORATE SOCIAL RESPONSIBILITY
The company does not meet the criteria of Section 135 of Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no
requirement to constitute Corporate Social Responsibility Committee.
RATIO OF REMUNERATION TO EACH DIRECTOR
The company is not paying remuneration to any director.
ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an
annual performance evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination & Remuneration and
Compliance Committees.
A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Board's functioning such as adequacy
of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance.
INDEPENDENT DIRECTORS and DECLARATION
The Board of Directors of the Company hereby confirms that all the Independent
directors duly appointed by the Company have given the declaration and they meet the
criteria of independence as provided under section 149(6) of the Companies Act, 2013.
NOMINATION AND REMUNERATION COMMITTEE
As per the section 178(1) of the Companies Act, 2013 the Company's Nomination and
Remuneration Committee comprises of three Directors. The table sets out the composition of
the Committee:
| Name of the Director |
Position held in the Committee |
Category of the Director |
| Mr. Narender Kumar |
Chairman |
Non Executive Independent Director |
| Ms. Sonia Saini |
Member |
Non Executive Independent Director |
| Mr. Pawan Kumaar Garg |
Member |
Executive Director |
Terms of Reference
The Terms of Reference of the Nomination and Remuneration Committee are as under:
1. To identify persons who are qualified to become Directors and who may be appointed
in senior management in accordance with the criteria laid down, recommend to the Board
their appointment and removal and shall carry out evaluation of every Director's
performance.
2. To formulate the criteria for determining qualifications, positive attributes and
independence of a Director and recommend to the Board a policy, relating to the
remuneration for the Directors, Key Managerial Personnel and other employees.
3. The Nomination and Remuneration Committee shall, while formulating the policy ensure
that:
A the level and composition of remuneration is reasonable and sufficient to attract,
retain and motivate Directors of the quality required to run the Company successfully;
B relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and
C remuneration to Directors, Key Managerial Personnel and senior management involves a
balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the company and its goals:
4. Regularly review the Human Resource function of the Company
5. Discharge such other function(s) or exercise such power(s) as may be delegated to
the Committee by the Board from time to time.
6. Make reports to the Board as appropriate.
7. Review and reassess the adequacy of this charter periodically and recommend any
proposed changes to the Board for approval from time to time.
8. Any other work and policy, related and incidental to the objectives of the committee
as per provisions of the Act and rules made there under.
REMUNERATION POLICY
Remuneration to Executive Directors:
The remuneration paid to Executive Directors is recommended by the Nomination and
Remuneration Committee and approved by Board in Board meeting, subject to the subsequent
approval of the shareholders at the General Meeting and such other authorities, as may be
required. The remuneration is decided after considering various factors such as
qualification, experience, performance, responsibilities shouldered, industry standards as
well as financial position of the Company. The Executive Directors are not paid
remuneration.
Remuneration to Non Executive Directors:
The Non Executive Directors are not paid remuneration by way of Sitting Fees and
Commission. The Non Executive Directors are not paid sitting fees for each meeting of the
Board and Committee of Directors attended by them.
AUDIT COMMITTEE
According to Section 177 of the Companies Act, 2013 the company's Audit
Committee comprised of three directors. The board has accepted the recommendations of the
Audit Committee. The table sets out the composition of the Committee:
| Name of the Director |
Position held in the Committee |
Category of the Director |
| Mr. Narender Kumar |
Chairman |
Non Executive Independent Director |
| Ms. Sonia Saini |
Member |
Non Executive Independent Director |
| Mr. Pawan Kumaar Garg |
Member |
Executive Director |
SECRETARIAL AUDIT REPORT
There is some qualification or adverse remark in the Secretarial Audit Report
which require any clarification/ explanation.
1. Company is in process to appoint MD, CFO.
Further the Secretarial Audit Report as provided by M/s. Jitendra Parmar, Practicing
Company Secretary for the financial year ended, 31st March, 2020 is annexed herewith
for your kind perusal and information.
COST AUDIT
Cost Audit is not applicable to the company.
VIGIL MECHANISM
As per Section 177(9) and (10) of the Companies Act, 2013, and as per SEBI (LODR)
Regulation,2015, the company has established Vigil Mechanism for directors and employees
to report genuine concerns and made provisions for direct access to the chairperson of the
Audit Committee. Company has formulated the present policy for establishing the vigil
mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors
and employees, to freely communicate and address to the Company their genuine concerns in
relation to any illegal or unethical practice being carried out in the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSEL) ACT, 2013:
The Company has in place an Anti Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition Prohibition
& Redressal) Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up
to redress complaints received regarding sexual harassment. All employees (Permanent,
contractual, temporary, trainees) are covered under this policy.
ACKNOWLEDGEMENT
Your Directors wish to express their grateful appreciation to the continued cooperation
received from the Banks, Government Authorities, Customers, Vendors and Shareholders
during the year under review. Your Directors also wish to place on record their deep sense
of appreciation for the committed service of the Executives, staff and Workers of the
Company.
| DATE: 04.09.2020 |
FOR & ON BEHALF OF BOARD |
| PLACE: DELHI |
|
|
|
SD/- |
SD/- |
|
NARENDER KUMAR |
PAWAN GARG |
|
DIRECTOR |
DIRECTOR |
|